What a Contract Review in Romania Should Actually Tell You

A contract can be perfectly legal and still be a bad deal. That gap, between a document that is valid and a document that protects you, is the whole reason a review exists. For a foreign company signing with a Romanian counterparty, a good review is not about grammar or standard clauses. It is about knowing, before you commit, exactly what you must deliver, what the other side can demand, what happens if performance fails, and how you get out.

This is what a proper contract review in Romania looks at, why each point matters, and what it costs you when it is skipped.

Why a Romanian law review is different

Most foreign investors assume a contract is a contract. In practice, an agreement that works cleanly in London or Frankfurt can behave differently once Romanian law, a Romanian court, or a Romanian counterparty is involved.

Three things make the difference. Romanian mandatory rules and public order provisions can override what the parties agreed, no matter how carefully the clause was written. Enforcement against a Romanian company follows Romanian procedure, which is a practical question your contract should anticipate, not a detail to discover once a dispute has already started. And the language of the contract, together with which version prevails, decides how an argument is actually run in front of a Romanian court.

A review adapted to Romanian law reads the document the way a court would read it, not the way the drafter hoped it would be read. That single shift in perspective is what turns a reassuring document into a reliable one.

The seven areas a review should clarify

A useful review is organised around decisions, not clauses. For each area below, the question is the same: is it clear, and does it fall on the right side?

The seven areas

What a review actually checks

Parties & authority

Who is signing, and can they bind the company? Confirming the signatory against the Trade Register avoids a later fight about whether there is a contract at all. A lapsed mandate is a real risk, not a formality.

Scope & deliverables

What is promised, how completion is measured, and what happens when the client wants changes later. Vague scope is the most common source of disputes, because both sides genuinely believe they were right. Acceptance criteria and change control fix this.

Price & payment

Currency, VAT treatment, invoicing timing, deadlines, and consequences of late payment. Cross border deals often hide a currency or tax assumption that only surfaces on the first invoice.

Liability & indemnities

Caps, exclusions, third party claims, and responsibility for subcontractors. A cap set too low or an indemnity drafted too broadly can leave you exposed far beyond the value of the deal, almost invisibly.

Confidentiality, data & IP

Who owns what is created, who may use it, and what happens to data and confidential information when the relationship ends. In technology and services deals this is often the most valuable part of the agreement.

Term, termination & exit

How long it lasts, how it renews, how each side ends it, and what support you get on the way out. An automatic renewal with a long notice period can lock you in for another year simply because a date slipped past.

Governing law & dispute resolution

Which law applies, court or arbitration, in which language, and how a decision is actually enforced against the counterparty. A template dispute clause is the clause you will care about most if things go wrong.

The parties and their authority. Who exactly is signing, and do they have the power to bind the company? In Romania it is worth confirming the signatory against the Trade Register, because a commitment made by someone without proper authority, or by the wrong group entity, is a problem you want to catch before signature. A contract signed by a person whose mandate has lapsed can turn into a fight about whether there is a contract at all.

Scope and deliverables. What is actually being promised, how is completion measured, and what happens when the client wants to change it later? Vague scope is the single most common source of contract disputes, because both sides genuinely believe they were right. A good review pushes for acceptance criteria and a change control procedure, so that finished means the same thing to both parties.

Price and payment. Currency, VAT treatment, when invoices can be issued, payment deadlines, and what happens when payment is late. Cross border deals often hide a currency or tax assumption that only surfaces on the first invoice. Cash flow disputes are avoidable, but only if the contract is specific about who pays what, when, and in which currency.

Liability and indemnities. Caps, exclusions, who carries the risk of third party claims, and responsibility for subcontractors. This is where a contract decides whether a problem costs you a little or a lot. A liability cap set too low, or an indemnity drafted too broadly, can leave you exposed far beyond the value of the deal, and it is almost invisible unless someone is looking for it.

Confidentiality, data and intellectual property. Who owns what is created, who may use it, and what happens to data and confidential information when the relationship ends. For technology and services deals, this is often the most valuable part of the agreement, and the part most often left to a generic clause that does not reflect what the parties actually intend.

Term, termination and exit. How long it lasts, how it renews, how each side can end it, and what support you get on the way out. The freedom to leave a relationship that is not working is worth negotiating hard for at the start, when you still have it. An automatic renewal with a long notice period can lock you in for another year simply because a date slipped past unnoticed.

Governing law and dispute resolution. Which law applies, whether disputes go to a court or to arbitration, in which language, and how a decision is actually enforced against the counterparty. A dispute clause copied from a template is a dispute clause you have not really thought about, and it is the clause you will care about most if things go wrong.

What a missed review actually costs

Principles are easy to nod along to. The cost becomes real in the specifics, so here are three situations that recur, drawn from the kinds of problems foreign clients bring to us.

A scope left deliberately flexible. A company signs a services agreement with a broad, friendly scope, trusting that the details will be worked out as the project goes. Six months in, the supplier treats half the expected work as out of scope and chargeable. Both sides are convinced they are right, because the contract genuinely does not say. What would have been a short conversation before signing becomes a months long standoff after.

A liability cap nobody negotiated. A distribution agreement carries a standard clause capping the supplier's liability at the value of a single month's orders. It looks harmless. Then a defective delivery causes a far larger loss downstream, and the cap, agreed without a second thought, decides who absorbs it. The number in that clause was worth negotiating, and no one did.

An exit that does not exist. A company enters a framework agreement that renews automatically unless cancelled several months in advance. The relationship sours, but the cancellation window has already closed, and the company is bound for another full term.

Red flags worth pausing on

Some provisions are not wrong in themselves, but they should make you stop and ask why they are there.

One sided termination rights, where the other party can walk away easily and you cannot. Payment terms that are generous to the counterparty and silent on late payment consequences for you. Liability caps that sit far below the real value of the deal. Automatic renewals paired with long notice periods. Governing law or jurisdiction that quietly moves any dispute to a forum that is inconvenient or expensive for you. Indemnities that are broad in your obligations and narrow in theirs. And annexes referred to in the contract but not actually attached, which is more common than it should be, and means you are agreeing to terms you have not seen.

None of these automatically kills a deal. Each is simply a point to understand and, where it matters, to renegotiate.

Pause and ask why

Seven clauses worth a second look

None of these automatically kills a deal. Each is simply a point to understand and, where it matters, to renegotiate.

• !One sided termination. The other party can walk away easily and you cannot.
• !Silent late payment terms. Generous to them, with no consequence when they pay you late.
• !A liability cap below the real deal value. Quietly shifts risk onto you.
• !Auto renewal plus long notice. Locks you in unless a date is watched closely.
• !Inconvenient governing law or forum. Any dispute moves somewhere costly for you.
• !Lopsided indemnities. Broad in your obligations, narrow in theirs.
• !Annexes referred to but not attached. You are agreeing to terms you have not seen.

Reviewing a contract in English, or in two languages

Foreign clients are often handed a contract in English, or a bilingual version with Romanian and English side by side. Both are workable, but each carries a specific risk.

An English language contract can be perfectly valid and still be governed by Romanian law, which means it will be interpreted through Romanian legal concepts even though it is written in English. A term that carries a precise meaning in English common law may be read differently by a Romanian court. The review should identify the governing law, not just the language, and check that the wording does what it needs to do under that law.

A bilingual contract raises one more question that is easy to overlook: which version prevails if the two disagree? If the contract does not say, or says the Romanian version controls while you have only read the English, you may be bound by wording you never truly reviewed. This is a small clause with large consequences, and it is exactly the kind of thing a Romanian law review is there to catch.

Contract review or contract drafting: which do you need?

The two are related but not the same, and knowing which you need saves time and money.

A review starts from a document that already exists, usually the other side's draft, and tells you where you stand and what to change. It is the right service when the counterparty has sent you their paper and you need to understand and improve it before signing.

Drafting starts from your position and builds the contract to reflect it, so the operational deal you have in mind is captured in enforceable wording from the outset. It is the right service when you are the one setting the terms, or when the existing document is too far from what you need to fix by amendment.

Many engagements involve both: a review that concludes the draft is too one sided, followed by a redraft that puts the deal on fair footing. The point of asking the question early is simply to match the work to the situation, rather than reviewing a document that should have been rewritten.

When to have a contract reviewed

The honest answer is before you sign, every time it matters. A review before signature is worth far more than one afterwards, because before signing you still have leverage: you can propose changes, push back, or walk away.

That said, a review after signing is not pointless. When a relationship changes, a contract is renewed, a variation is proposed, performance starts to slip, or a dispute is forming, a review can tell you where you stand, what notice you must give, and what remedies you actually have. It simply cannot recreate the negotiating position you had before you signed. If there is one habit worth building, it is treating a review as part of signing, not as something you consider only once a problem has already arrived.

How we help

We review, draft and negotiate commercial contracts for foreign companies working with Romanian counterparties. That means reading the document against Romanian law, translating the legal risks into plain negotiating points, and helping you decide which terms are essential, which are flexible, and which you should refuse. The commercial decision stays yours. Our job is to make sure you are making it with your eyes open.

If you have a contract in front of you, the best time to have it read is now, while you can still change it.

Questions foreign clients ask

Contract review in Romania, answered

How long does a contract review take in Romania?

It depends on the length and complexity of the document, but a focused commercial contract can usually be reviewed quickly, and the timeline is something we agree with you at the start so there are no surprises.

Can you review a contract written in English?

Yes. We regularly review English language contracts that involve Romanian companies, Romanian law, or operations in Romania. The review identifies the governing law, the language clause, and the practical route for enforcing your rights against the counterparty.

Do I have to review a contract if it uses a standard template?

Especially then. A familiar template can still place delivery, payment, liability or intellectual property risk on the wrong party, and the schedules attached to it often change the deal entirely. Standard wording is not the same as safe wording.

Should I review a contract after I have already signed it?

Yes, when circumstances change, a renewal is due, a variation is proposed, or a dispute is developing. A review after signing clarifies your rights, notice requirements and remedies, though it cannot recover the leverage you had before signature.

Can a lawyer negotiate the contract for me, not just review it?

Yes. We can prepare comments, propose replacement wording, respond to the other side's draft and support the negotiation itself. You stay in control of the commercial choices; we handle the legal ones.

Have a contract in front of you?

Let us read it while you can still change it.

We review, draft and negotiate commercial contracts for foreign companies working with Romanian counterparties, so the document you sign does exactly what you believe it does.

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